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REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
270
Summary of the plans as of December 31, 2015
Characteristics of outstanding Group performance share plans in 2015, grants made under these plans and changes in these
plans during 2015 (information required by the French Financial Markets Authority recommendation related to disclosures in
registration documents on the compensation of corporate officers)
Outstanding Group performance share plans
Shareholders' Meeting authorizing the GPS
4/22/2010
Number of GPS authorized by the Shareholders'
Meeting
2,587,963
Of which number of GPS not granted
1,229,737
Date of Board of Directors' meeting authorizing
the GPS
7/26/2010
4/28/2011
4/28/2011
10/20/2011
10/20/2011
Plans
“4+0”
“3+2”
“4+0”
“3+2”
“4+0”
Number of GPS granted
377,665
276,023
420,288
11,000
6,350
GPS characteristics
Share delivery date
7/27/2014
4/29/2014
4/29/2015
10/21/2014
10/21/2015
Share retention period
(a)
−
2 years
−
2 years
−
Performance conditions
•
Average growth in consolidated sales of 5% over two fiscal years;
•
Average growth in free cash flow of 10% over two fiscal years.
Review to determine whether performance
conditions have been achieved
Achievement for both fiscal
years determined by the Board
(average growth in 2010 and
2011 (i) in consolidated sales of
7.3%, and (ii) in free cash flow
of 14.3%).
Achievement for both fiscal years determined by the Board
(average growth in 2011 and 2012 (i) in consolidated sales of 6.6%,
and (ii) in free cash flow of 11.7%).
Changes in 2015 and situation as of December 31, 2015
Group performance shares as of December 31, 2014
−
−
340,813
−
9,100
Group performance shares granted in 2015
(b)
−
−
−
−
−
Of which Group performance shares granted to the corporate officers
−
−
−
−
−
Void or canceled Group performance shares in 2015
−
−
(10,119)
−
−
Of which Group performance shares canceled in 2015 due
to non-fulfillment of some of the performance conditions
−
−
−
−
−
Transfer from "3+2" plan to "4+0" plans
−
−
−
−
−
Shares delivered in 2015
−
−
(330,694)
−
(9,100)
Of which shares delivered to the corporate officers
−
−
−
−
−
Of which shares delivered to the 10 employees (excluding corporate
officers) who received the largest number of shares in 2015
−
−
(60,600)
(8,000)
Group performance shares as of December 31, 2015
−
−
−
−
−
Of which Group performance shares granted to the corporate
officers
(c)
−
98,000
−
−
−
Of which Group performance shares granted to members
of the Executive Committee
(c)
21,150
137,000
24,300
11,000
4,000
Of which number of Executive Committee member beneficiaries
3
6
3
2
1
Of which Group performance shares granted to the 10 Group
employees (excluding corporate officers) who received the largest
number of shares in 2015
(d)
−
−
−
−
−
Number of beneficiaries
(e)
1,372
−
1,449
−
5
Void or canceled Group performance shares
as of December 31, 2015
(108,845)
(21,943)
(138,386)
−
(1,250)
(a) The retention period begins on the share delivery date and applies only to "3+2" plans.
(b) 100% of grants are subject to performance conditions.
(c) As a reminder, all Group performance shares granted to Executive Committee members and the corporate officers are subject to performance conditions.